EXHIBIT 10.1
STOCK REDEMPTION AGREEMENTS WITH SHAREHOLDERS
NOXSO CORPORATION
STOCK REDEMPTION AGREEMENT
THIS AGREEMENT, dated as of April 24, 2002, by and between NOXSO CORPORATION, a
corporation organized and existing under the laws of the State of Virginia,
having its principal office at 00 Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the
"Corporation"), and XXXXXX X. XXXX, residing at 00 Xxxxx Xxxx, Xxxxxxxxx, Xxx
Xxxx 00000 ("Seller").
RECITALS
WHEREAS, Seller owns 360,000 shares of common stock of the Corporation; and
WHEREAS, Corporation is desirous of redeeming 119,570 of the shares of common
stock of the Corporation owned by Seller (the "Shares"); and
WHEREAS, Seller is desirous of selling the Shares to the Corporation as
aforesaid;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is agreed:
1. REDEMPTION OF SHARES.
a. The Corporation agrees to redeem from Seller 119,570 shares of the
Corporation's common stock owned by Seller and Seller agrees to
transfer to Corporation 119,570 shares of the Corporation's common
stock owned by Seller for and in consideration of the total sum of
One Hundred Nineteen Thousand Five Hundred Seventy Dollars
($119,570) to be paid on or before the closing of the business
combination transaction with Xxxx Energy Corporation (the "Xxxx
Closing"). The Corporation's payment obligation shall be evidenced
by a non-interest bearing promissory note due July 3, 2002, which
note shall be in the form annexed hereto as Exhibit A and
delivered to Seller upon execution of this Agreement (the
"Promissory Note").
b. If the business combination transaction with Xxxx Energy
Corporation should fail to close by July 3, 2002, the Corporation,
at its option, may cancel and terminate this Agreement. In that
event, the Promissory Note delivered to Seller will be deemed to
be cancelled and the Corporation shall have no obligation or
liability to Seller.
2. REPRESENTATIONS OF SELLER. Seller hereby represents and warrants as
follows:
a. The Shares being sold hereunder are validly issued, fully paid and
nonassessable by the Corporation.
Noxso Corporation Stock Redemption Agreement - Page 1 of 4
-------- ---------
b. Seller has, and will have at the Closing as hereafter defined,
full, lawful power and authority to enter into and to carry out
the terms of, and all the transactions contemplated by this
Agreement.
c. Seller has legal title to the Shares to be redeemed pursuant to
this Agreement, free and clear of any and all liens, claims,
pledges, or encumbrances of any kind, nature, or description, with
full and unrestricted legal power, authority, and right to enter
into this Agreement and to issue and deliver such Shares pursuant
hereto, and upon such delivery of such Shares to the Corporation,
the Corporation will be the owner of such Shares and receive legal
title to such Shares, free and clear of any and all liens, claims,
pledges, or encumbrances.
d. All of the representations and warranties set forth in this
Section shall be deemed renewed by Seller at the Closing as if
made at such time and shall survive the Closing.
3. REPRESENTATIONS OF CORPORATION. The Corporation hereby represents and
warrants as follows:
a. Corporation has, and will have at the Closing, full, lawful power
and authority to enter into and to carry out the terms of, and all
transactions contemplated by, this Agreement.
b. The execution and delivery of this Agreement, and the consummation
of the transactions contemplated hereby, by Corporation, have been
duly authorized by its Board of Directors and no other corporate
action is required for the approval of this Agreement, which is
valid and binding upon Corporation in accordance with its terms.
c. Corporation has been duly organized and is validly existing in
good standing under the laws of the State of Virginia and is
qualified to do business and in good standing in all other
jurisdictions in which the conduct of its business requires
qualification.
d. At the Closing, the Corporation will have sufficient surplus to
lawfully redeem Seller's Shares as provided herein.
e. All of the representations and warranties set forth in this
Section shall be deemed renewed by Corporation at the Closing as
if made at said time and shall survive the Closing.
4. CLOSING.
a. The closing ("Closing") of the sale of the Shares hereunder shall
take place simultaneously with the Xxxx Closing.
Noxso Corporation Stock Redemption Agreement - Page 2 of 4
-------- ---------
b. At the Closing, Corporation shall deliver to Seller the amount of
One Hundred Nineteen Thousand Five Hundred Seventy Dollars
($119,570) as full payment of the Promissory Note.
c. At the Closing, Seller shall deliver to Corporation a certificate
or certificates for 119,570 shares of common stock of the
Corporation, duly endorsed for transfer, with all transfer stamps
affixed.
5. BINDING EFFECT. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, and permitted assigns.
6. APPLICABLE LAW. This Agreement is to be governed and interpreted in
accordance with the laws of the State of Virginia.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto and may not be changed, amended, altered, or modified
except by an instrument in writing signed by the party or parties sought
to be charged with such change, amendment, alteration, or modification.
IN WITNESS WHEREOF, the parties hereto have hereunto set their respective
hands and seals as of the date first above written.
"Corporation"
NOXSO CORPORATION
By: /s/ XXXXXX X. XXXX
----------------------------------------
Xxxxxx X. Xxxx, President
"Seller"
/s/ XXXXXX X. XXXX
-------------------------------------------
Xxxxxx X. Xxxx
Noxso Corporation Stock Redemption Agreement - Page 3 of 4
-------- ---------
Exhibit A
PROMISSORY NOTE
$119,570 APRIL 24, 2002
RHINEBECK, NEW YORK
FOR VALUE RECEIVED, the undersigned, NOXSO CORPORATION ("Maker"), hereby
promises to pay to the order of XXXXXX X. XXXX ("Holder"), in lawful money of
the United States and in immediately available funds, the principal amount of
ONE HUNDRED NINETEEN THOUSAND FIVE HUNDRED SEVENTY DOLLARS ($119,570), without
interest, on or before July 3, 2002.
This Note is without recourse to Maker. Holder's sole remedy in the event of
nonpayment shall be the non-delivery of 119,570 shares of the Maker's common
stock to Maker.
This Note may be cancelled as described in the Stock Redemption Agreement
executed between Maker and Holder as of this date.
This Promissory Note shall be governed by the laws of Virginia.
"Maker"
NOXSO CORPORATION
BY: /s/ XXXXXX X. XXXX
-----------------------------------
Xxxxxx X. Xxxx, President
NOXSO CORPORATION
STOCK REDEMPTION AGREEMENT
THIS AGREEMENT, dated as of April 24, 2002, by and between NOXSO CORPORATION, a
corporation organized and existing under the laws of the State of Virginia,
having its principal office at 00 Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the
"Corporation"), and XXXXXX XXXXXX, residing at 0 Xxxxx Xxxx, Xxx, Xxx Xxxx 00000
("Seller").
RECITALS
WHEREAS, Seller owns 450,000 shares of common stock of the Corporation; and
WHEREAS, Corporation is desirous of redeeming 119,570 of the shares of common
stock of the Corporation owned by Seller (the "Shares"); and
WHEREAS, Seller is desirous of selling the Shares to the Corporation as
aforesaid;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is agreed:
1. REDEMPTION OF SHARES.
a. The Corporation agrees to redeem from Seller 119,570 shares of the
Corporation's common stock owned by Seller and Seller agrees to
transfer to Corporation 119,570 shares of the Corporation's common
stock owned by Seller for and in consideration of the total sum of
One Hundred Nineteen Thousand Five Hundred Seventy Dollars
($119,570) to be paid on or before the closing of the business
combination transaction with Xxxx Energy Corporation (the "Xxxx
Closing"). The Corporation's payment obligation shall be evidenced
by a non-interest bearing promissory note due July 3, 2002, which
note shall be in the form annexed hereto as Exhibit A and
delivered to Seller upon execution of this Agreement (the
"Promissory Note").
b. If the business combination transaction with Xxxx Energy
Corporation should fail to close by July 3, 2002, the Corporation,
at its option, may cancel and terminate this Agreement. In that
event, the Promissory Note delivered to Seller will be deemed to
be cancelled and the Corporation shall have no obligation or
liability to Seller.
2. REPRESENTATIONS OF SELLER. Seller hereby represents and warrants as
follows:
a. The Shares being sold hereunder are validly issued, fully paid and
nonassessable by the Corporation.
Noxso Corporation Stock Redemption Agreement - Page 1 of 4
-------- ---------
b. Seller has, and will have at the Closing as hereafter defined,
full, lawful power and authority to enter into and to carry out
the terms of, and all the transactions contemplated by this
Agreement.
c. Seller has legal title to the Shares to be redeemed pursuant to
this Agreement, free and clear of any and all liens, claims,
pledges, or encumbrances of any kind, nature, or description, with
full and unrestricted legal power, authority, and right to enter
into this Agreement and to issue and deliver such Shares pursuant
hereto, and upon such delivery of such Shares to the Corporation,
the Corporation will be the owner of such Shares and receive legal
title to such Shares, free and clear of any and all liens, claims,
pledges, or encumbrances.
d. All of the representations and warranties set forth in this
Section shall be deemed renewed by Seller at the Closing as if
made at such time and shall survive the Closing.
3. REPRESENTATIONS OF CORPORATION. The Corporation hereby represents and
warrants as follows:
a. Corporation has, and will have at the Closing, full, lawful power
and authority to enter into and to carry out the terms of, and all
transactions contemplated by, this Agreement.
b. The execution and delivery of this Agreement, and the consummation
of the transactions contemplated hereby, by Corporation, have been
duly authorized by its Board of Directors and no other corporate
action is required for the approval of this Agreement, which is
valid and binding upon Corporation in accordance with its terms.
c. Corporation has been duly organized and is validly existing in
good standing under the laws of the State of Virginia and is
qualified to do business and in good standing in all other
jurisdictions in which the conduct of its business requires
qualification.
d. At the Closing, the Corporation will have sufficient surplus to
lawfully redeem Seller's Shares as provided herein.
e. All of the representations and warranties set forth in this
Section shall be deemed renewed by Corporation at the Closing
as if made at said time and shall survive the Closing.
4. CLOSING.
a. The closing ("Closing") of the sale of the Shares hereunder shall
take place simultaneously with the Xxxx Closing.
Noxso Corporation Stock Redemption Agreement - Page 2 of 4
-------- ---------
b. At the Closing, Corporation shall deliver to Seller the amount of
One Hundred Nineteen Thousand Five Hundred Seventy Dollars
($119,570) as full payment of the Promissory Note.
c. At the Closing, Seller shall deliver to Corporation a certificate
or certificates for 119,570 shares of common stock of the
Corporation, duly endorsed for transfer, with all transfer stamps
affixed.
5. BINDING EFFECT. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors, and permitted assigns.
6. APPLICABLE LAW. This Agreement is to be governed and interpreted in
accordance with the laws of the State of Virginia.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and may not be changed, amended, altered, or
modified except by an instrument in writing signed by the party or
parties sought to be charged with such change, amendment, alteration, or
modification.
IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands
and seals as of the date first above written.
"Corporation"
NOXSO CORPORATION
By: /s. XXXXXX X. XXXX
---------------------------------------
Xxxxxx X. Xxxx, President
"Seller"
/s/ XXXXXX XXXXXX
------------------------------------------
Xxxxxx Xxxxxx
Noxso Corporation Stock Redemption Agreement - Page 3 of 4
-------- ---------
Exhibit A
PROMISSORY NOTE
$119,570 APRIL 24, 2002
RHINEBECK, NEW YORK
FOR VALUE RECEIVED, the undersigned, NOXSO CORPORATION ("Maker"), hereby
promises to pay to the order of XXXXXX XXXXXX ("Holder"), in lawful money of the
United States and in immediately available funds, the principal amount of ONE
HUNDRED NINETEEN THOUSAND FIVE HUNDRED SEVENTY DOLLARS ($119,570), without
interest, on or before July 3, 2002.
This Note is without recourse to Maker. Holder's sole remedy in the event of
nonpayment shall be the non-delivery of 119,570 shares of the Maker's common
stock to Maker.
This Note may be cancelled as described in the Stock Redemption Agreement
executed between Maker and Holder as of this date.
This Promissory Note shall be governed by the laws of Virginia.
"Maker"
NOXSO CORPORATION
BY: /s/ XXXXXX X. XXXX
------------------------------------------
Xxxxxx X. Xxxx, President
NOXSO CORPORATION
STOCK REDEMPTION AGREEMENT
THIS AGREEMENT, dated as of April 24, 2002, by and between NOXSO CORPORATION, a
corporation organized and existing under the laws of the State of Virginia,
having its principal office at 00 Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 (the
"Corporation"), and XXXXXX X. XXXXXXXX, residing at 000 Xxxxx Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("Seller").
RECITALS
WHEREAS, Seller owns 135,000 shares of common stock of the Corporation; and
WHEREAS, Corporation is desirous of redeeming 35,860 of the shares of common
stock of the Corporation owned by Seller (the "Shares"); and
WHEREAS, Seller is desirous of selling the Shares to the Corporation as
aforesaid;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is agreed:
1. REDEMPTION OF SHARES.
a. The Corporation agrees to redeem from Seller 35,860 shares of
the Corporation's common stock owned by Seller and Seller
agrees to transfer to Corporation 35,860 shares of the
Corporation's common stock owned by Seller for and in
consideration of the total sum of Thirty Five Thousand
Eight Hundred Sixty Dollars ($35,860) to be paid on or before
the closing of the business combination transaction with Xxxx
Energy Corporation (the "Xxxx Closing"). The Corporation's
payment obligation shall be evidenced by a non-interest
bearing promissory note due July 3, 2002, which note shall be
in the form annexed hereto as Exhibit A and delivered to
Seller upon execution of this Agreement (the "Promissory
Note").
b. If the business combination transaction with Xxxx Energy
Corporation should fail to close by July 3, 2002, the
Corporation, at its option, may cancel and terminate this
Agreement. In that event, the Promissory Note delivered to
Seller will be deemed to be cancelled and the Corporation
shall have no obligation or liability to Seller.
2. REPRESENTATIONS OF SELLER. Seller hereby represents and warrants as
follows:
a. The Shares being sold hereunder are validly issued, fully paid
and nonassessable by the Corporation.
Noxso Corporation Stock Redemption Agreement - Page 1 of 4
-------- ---------
b. Seller has, and will have at the Closing as hereafter defined,
full, lawful power and authority to enter into and to carry
out the terms of, and all the transactions contemplated by
this Agreement.
c. Seller has legal title to the Shares to be redeemed pursuant
to this Agreement, free and clear of any and all liens,
claims, pledges, or encumbrances of any kind, nature, or
description, with full and unrestricted legal power,
authority, and right to enter into this Agreement and to issue
and deliver such Shares pursuant hereto, and upon such
delivery of such Shares to the Corporation, the Corporation
will be the owner of such Shares and receive legal title to
such Shares, free and clear of any and all liens, claims,
pledges, or encumbrances.
d. All of the representations and warranties set forth in this
Section shall be deemed renewed by Seller at the Closing as if
made at such time and shall survive the Closing.
3. REPRESENTATIONS OF CORPORATION. The Corporation hereby represents and
warrants as follows:
a. Corporation has, and will have at the Closing, full, lawful
power and authority to enter into and to carry out the terms
of, and all transactions contemplated by, this Agreement.
b. The execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby, by
Corporation, have been duly authorized by its Board of
Directors and no other corporate action is required for the
approval of this Agreement, which is valid and binding upon
Corporation in accordance with its terms.
c. Corporation has been duly organized and is validly existing in
good standing under the laws of the State of Virginia and is
qualified to do business and in good standing in all other
jurisdictions in which the conduct of its business requires
qualification.
d. At the Closing, the Corporation will have sufficient surplus
to lawfully redeem Seller's Shares as provided herein.
e. All of the representations and warranties set forth in this
Section shall be deemed renewed by Corporation at the Closing
as if made at said time and shall survive the Closing.
4. CLOSING.
a. The closing ("Closing") of the sale of the Shares hereunder
shall take place simultaneously with the Xxxx Closing.
Noxso Corporation Stock Redemption Agreement - Page 2 of 4
-------- ---------
b. At the Closing, Corporation shall deliver to Seller the amount
of Thirty Five Thousand Eight Hundred Sixty Dollars ($35,860)
as full payment of the Promissory Note.
c. At the Closing, Seller shall deliver to Corporation a
certificate or certificates for 35,860 shares of common stock
of the Corporation, duly endorsed for transfer, with all
transfer stamps affixed.
5. BINDING EFFECT. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors, and permitted assigns.
6. APPLICABLE LAW. This Agreement is to be governed and interpreted in
accordance with the laws of the State of Virginia.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and may not be changed, amended, altered, or
modified except by an instrument in writing signed by the party or
parties sought to be charged with such change, amendment, alteration,
or modification.
IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands
and seals as of the date first above written.
"Corporation"
NOXSO CORPORATION
By: /s/ XXXXXX X. XXXX
--------------------------------------
Xxxxxx X. Xxxx, President
"Seller"
/s/ XXXXXX X. XXXXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxxxx
Noxso Corporation Stock Redemption Agreement - Page 3 of 4
-------- ---------
Exhibit A
PROMISSORY NOTE
$35,860 APRIL 24, 2002
RHINEBECK, NEW YORK
FOR VALUE RECEIVED, the undersigned, NOXSO CORPORATION ("Maker"), hereby
promises to pay to the order of XXXXXX X. XXXXXXXX ("Holder"), in lawful money
of the United States and in immediately available funds, the principal amount of
THIRTY FIVE THOUSAND EIGHT HUNDRED SIXTY DOLLARS ($35,860), without interest, on
or before July 3, 2002.
This Note is without recourse to Maker. Holder's sole remedy in the event of
nonpayment shall be the non-delivery of 35,860 shares of the Maker's common
stock to Maker.
This Note may be cancelled as described in the Stock Redemption Agreement
executed between Maker and Holder as of this date.
This Promissory Note shall be governed by the laws of Virginia.
"Maker"
NOXSO CORPORATION
BY: /s/ XXXXXX X. XXXX
---------------------------------------
Xxxxxx X. Xxxx, President
